eols-20250425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

___________________________________

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Filed by a Party other than the Registrant ☐

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☒			Definitive Proxy Statement
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☐			Soliciting Material Pursuant to §240.14a-12

EVOLUS, INC.

_________________________________________________________________________________________________

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Evolus, Inc.

520 Newport Center Drive, Suite 1200

Newport Beach, CA 92660

April 25, 2025

Dear Stockholder:

It is my pleasure to invite you to attend the Annual Meeting of Stockholders of Evolus, Inc. which will be held on June 5, 2025, at 8:00 a.m., Pacific Time (the “Annual Meeting”). This year’s Annual Meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/EOLS2025 and entering the control number included in the Notice of Internet Availability, proxy card or voting instruction form that you receive. You will not be able to attend the Annual Meeting in person.

During the Annual Meeting, stockholders will be asked to consider proposals for (i) election of two Class I directors, (ii) ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025, and (iii) approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the accompanying Proxy Statement.

These items of business are more fully described in the Proxy Statement accompanying this Notice of Internet Availability of Proxy Materials.

We are taking advantage of the Securities and Exchange Commission rule that allows us to furnish proxy materials to our stockholders over the Internet. This e-proxy process expedites the delivery of proxy materials to our stockholders, lowers our costs and reduces the environmental impact of the Annual Meeting. Today, we are sending to each of our stockholders who has not elected an alternative means of delivery a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement for the Annual Meeting and our 2024 Annual Report to Stockholders, as well as how to vote via proxy either by telephone or over the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions to allow you to request copies of the proxy materials to be sent to you by mail. Stockholders who have elected to receive copies of our proxy materials delivered via mail or e-mail will be receiving the Proxy Statement, a proxy card and the 2024 Annual Report by mail or e-mail, as applicable.

It is important that you vote your shares of common stock at the Annual Meeting or by proxy, regardless of the number of shares you own. You will find the instructions for voting on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. Please refer to the additional logistical details and recommendations in the accompanying Proxy Statement. You may log-in on the virtual platform beginning at 7:45 a.m. Pacific Time, on June 5, 2025. We appreciate your prompt attention.

The board of directors invites you to attend the Annual Meeting virtually via live webcast so that management can answer your questions. Thank you for your support, and we look forward to the Annual Meeting.

Sincerely,

David Moatazedi

President and Chief Executive Officer

Evolus, Inc.

520 Newport Center Drive, Suite 1200

Newport Beach, CA 92660

Notice of Annual Meeting of Stockholders

Evolus, Inc., a Delaware corporation (“Evolus”), will hold its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 5, 2025, at 8:00 a.m., Pacific Time. This year’s Annual Meeting will be a virtual meeting via live webcast on the Internet. You will be able to virtually attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/EOLS2025 and entering the control number included in the Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) or proxy card that you receive. You will not be able to attend the Annual Meeting in person.

The purposes for the Annual Meeting are to consider and vote upon the following items:

1.Election of David Gill and Albert White III as Class I directors to serve until Evolus’ 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified;

2.Ratification of the appointment of Ernst & Young LLP as Evolus’ independent registered public accounting firm for the year ending December 31, 2025; and

3.Approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement accompanying this Notice of Internet Availability.

At the Annual Meeting, we will also consider such other matters as properly come before the Annual Meeting or any postponement or adjournment thereof.

The accompanying Proxy Statement more fully describes these matters and we urge you to read the information contained in the Proxy Statement carefully.

The board of directors has fixed the close of business on April 14, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

Whether or not you expect to attend the Annual Meeting via live webcast, please submit a proxy as soon as possible to instruct how your shares are to be voted at the Annual Meeting. A stockholder may submit a proxy by following the instructions set forth on the Notice of Internet Availability or proxy card.

If you participate in and vote your shares at the Annual Meeting, your previous proxy, if any, will not be used. If you are a beneficial owner of your shares, you should have received a voting instruction form from the broker, bank or other nominee holding your shares. You should follow the instructions in the voting instruction form provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares.

A list of all stockholders entitled to vote at the Annual Meeting will be available for examination at our principal executive offices at 520 Newport Center Drive, Suite 1200, Newport Beach, California 92660, for ten days before the Annual Meeting, and during the Annual Meeting such list will be available for examination at www.virtualshareholdermeeting.com/EOLS2025 by using the control number on your Notice of Internet Availability, proxy card or voting instruction form.

On behalf of the board of directors,

David Moatazedi

President and Chief Executive Officer

Newport Beach, California

April 25, 2025


Important Notice Regarding Availability of Proxy Materials for Annual Meeting to be Held on June 5, 2025, at 8:00 a.m., Pacific Time at www.virtualshareholdermeeting.com/EOLS2025: Evolus’ Notice of Annual Meeting of Stockholders, Proxy Statement and 2024 Annual Report to Stockholders are available at www.proxyvote.com.

Evolus, Inc.

520 Newport Center Drive, Suite 1200

Newport Beach, CA 92660

Proxy Statement dated April 25, 2025

2025 Annual Meeting of Stockholders

Evolus, Inc., a Delaware corporation (“Evolus,” the “Company” or “we”), is furnishing this Proxy Statement and related proxy materials in connection with the solicitation by its board of directors of proxies to be voted at its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) and any postponement or adjournment thereof. Evolus is providing these materials to the holders of record of its common stock, $0.00001 par value per share, as of the close of business on the record date of April 14, 2025 (“Record Date”) and is first mailing the materials on or about April 25, 2025.

The Annual Meeting is scheduled to be held as follows:


Date:						June 5, 2025
Time:						8:00 a.m., Pacific Time
Webcast Address:						www.virtualshareholdermeeting.com/EOLS2025

You will not be able to attend the Annual Meeting in person.

Your vote is important.

Please see the detailed information that follows in the Proxy Statement.

Table of Contents


Section			Page
2025 Proxy Summary			3
Virtual Annual Meeting			5
Questions and Answers about the Annual Meeting			7
V ote R equired for Election or Approval			11
Proposal 1 - Election of Directors			12
Corporate Governance			19
Director Compensation			25
Proposal 2 - Ratification of Appointment of Independent Auditor for 2025			27
Accounting Matters			28
Report of Audit Committee			29
Proposal 3 - Advisory Vote on the Compensation of the Named Executive Officers			30
Executive Officers			31
Executive Compensation			32
Compensation Discussion and Anal ysis			32
Compensation Committee Report			41
Compensation Committee Interlocks and Insider Participation			42
Summary Compensation Tab le			43
Grants of Plan-Based Awards			46
Outstanding Equity Awards at Fiscal Year End			49
Op tions Exercised and Stock Vested in Fiscal Y ear 2024			51
Potential Payments Upon Termination or Change in Control			52
CEO Pay Ratio			55
Pay Versus Performance			56
Equity Compensation Plan Information			60
Delinquent Section 16(a) Reports			61
Security Ownership of Certain Beneficial Owners and Management			62
Certain Relationships and Related-Person Transactions			65
Communication with Directors			64
Stockholder Proposals for 2026 Annual Meeting			66
Delivery of Documents to Security Holders Sharing an Address			66
Furnishing Annual Report on Form 10-K			66
Other Matters			67

Website References

Throughout this Proxy Statement, we make references to additional information available on our corporate website at investors.evolus.com. All references to our website are provided for convenience only and the content on our website does not constitute a part of this Proxy Statement and is not deemed incorporated by reference into this Proxy Statement or any other public filing made with the Securities and Exchange Commission.


Time and Date			8:00 a.m., Pacific Time, on June 5, 2025
Live Webcast Address			www.virtualshareholdermeeting.com/EOLS2025
Record Date			Close of business on April 14, 2025
Voting			Stockholders will be entitled to one vote for each outstanding share of common stock they hold of record as of the Record Date.
Total Votes Per Proposal			64,470,589 votes, based on 64,470,589 shares of common stock outstanding as of the Record Date.


Proposal			Board Recommendation
Election of David Gill and Albert White III as Class I directors to serve until the Company’s 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified.			FOR ALL
Ratification of appointment of the Company’s independent registered public accounting firm for 2025.			FOR
Approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the accompanying Proxy Statement.			FOR


Submit a proxy or voting instructions until 11:59 p.m., Eastern Time, on June 4, 2025						Vote at the Annual Meeting on June 5, 2025
Internet: From any web-enabled device: www.proxyvote.com Telephone: 1-800-690-6903 Mail: Completed, signed and returned proxy card or voting instruction form						Online: Vote during the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/EOLS2025


Director	Age	Director Since	Term Expires
Class I Directors:
David Gill	70	2018	2025
Albert White III	55	2024	2025
Class II Directors:
Simone Blank	62	2018	2026
Brady Stewart	49	2022	2026
Class III Directors:
David Moatazedi	47	2018	2027
Vikram Malik	62	2018	2027
Karah Parschauer	47	2019	2027


Position			Amount(1) ($)
Audit Committee Chair			20,000
Other Audit Committee Members			10,000
Compensation Committee Chair			15,000
Other Compensation Committee Members			7,500
Nominating and Corporate Governance Committee Chair			10,000
Other Nominating and Corporate Governance Committee Members			5,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1)(2) ($)	Option Awards(1)(2) ($)	Total ($)
Vikram Malik (Chairman)	112,000	84,743	84,997	281,740
Simone Blank	59,000	84,743	84,997	228,740
David Gill	95,000	84,743	84,997	264,740
Robert Hayman(3)	33,000	84,743	84,997	202,740
Karah Parschauer	77,000	84,743	84,997	246,740
Brady Stewart	72,000	84,743	84,997	241,740
Albert White III(4)	29,000	255,000	—	284,000


	2024		2023
Audit Fees(1)	$	2,630,000	$	2,904,000
Audit-Related Fees	—		—
Tax Fees(2)	288,000		250,900
All Other Fees(3)	1,000		1,000
Total	$	2,919,000	$	3,155,900


Name	Age	Positions and Business Experience	Year First Elected Officer
David Moatazedi	47	Please see “Proposal 1. Election of Directors—Information Concerning Directors and Nominees for Election as Directors.”	2018
Sandra Beaver	47	Mrs. Beaver has served as our Chief Financial Officer since September 2022. From October 2019 to September 2022, Mrs. Beaver served as Senior Vice President of Finance at Experian, a global information services company, where she was responsible for half of the company’s North America B2B business units. From November 2002 to September 2019, Mrs. Beaver held roles with increasing levels of responsibility and scope including Vice President of Consolidated Financial Planning & Analysis, and Vice President and Chief Financial Officer at Game Technology PLC. Mrs. Beaver holds a B.A. from the Isenberg School of Management at the University of Massachusetts Amherst.	2022
Rui Avelar, M.D.	63	Dr. Avelar has served as our Chief Medical Officer since January 2014 and was appointed to the additional position of Head of Research and Development in August 2018. From January 2014 to February 2018, Dr. Avelar also served as the Chief Medical Officer of Alphaeon Corporation. From March 2011 to December 2013, he served as Chief Medical Officer of Allergan Medical, where he was responsible for clinical development, clinical operations, safety, medical writing, biostatistics and regulatory matters. Dr. Avelar holds a M.D. from the University of Toronto and has received training accreditation in Sports Medicine from the Canadian Academy of Sports Medicine.	2014
Tomoko Yamagishi-Dressler	60	Mrs. Yamagishi-Dressler has served as our Chief Marketing Officer since August 2023. From May 2021 to August 2023, Mrs. Yamagishi-Dressler served as the Global Chief Marketing Officer for Beautyblender, a global cosmetics and beauty company. From October 2000 to December 2020, Mrs. Yamagishi-Dressler held roles at Shiseido Americas Corporation, a global beauty company, of increasing levels of responsibility and scope culminating as the Senior Vice President of Marketing and Sales for the Ultra Prestige Collection Division. Mrs. Yamagishi-Dressler holds a bachelor’s degree from Keio University and an M.B.A. from Harvard Business School.	2023


What We Do ☑			What We Don’t Do ☒
Independent Compensation Committee. The compensation committee consists solely of independent directors who establish our compensation policies and practices.			No Guaranteed Compensation. No guaranteed cash incentives, equity compensation or salary increases for executive officers.
Independent Compensation Consultant. During 2024, the compensation committee engaged the services of Radford, an Aon Company, to provide information, analysis and other advice to assist with its responsibilities.			No Excise Tax Payments. We do not provide any excise tax reimbursement payments for any severance or change-in-control payments (including “gross-ups”).
Annual Executive Compensation Review. The compensation committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes.			No Excessive Perquisites. We provide minimal perquisites and other personal benefits to our NEOs.
Emphasize Long-Term Equity Compensation. The compensation committee uses equity awards to deliver long-term incentive compensation opportunities to our executives, including our NEOs. These equity awards vest over multi-year periods, which serves our long-term value creation goals and retention objectives. In 2024, we included performance-based vesting awards in the equity grant program for our NEOs.			No stock options granted below fair market value. We do not grant any stock options with an exercise price below fair market value.
Prohibition on Hedging and Pledging; Clawback Policy. Under our Insider Trading Policy, we prohibit our employees from hedging any Evolus securities and from pledging any Evolus securities as collateral for a loan. Our clawback policy provides that we will recover certain excess compensation in the event of an accounting restatement.			No stock option re-pricing. Our stock incentive plan prohibits the repricing of stock options without stockholder approval.


Agenus Inc.			Coherus BioSciences, Inc.
Anika Therapeutics, Inc.			Establishment Labs Holdings Inc.
Arcutis Biotherapeutics, Inc.			Glaukos Corporation
AVITA Medical, Inc.			Harrow, Inc.
Axogen, Inc.			MiMedx Group, Inc.
Bioventus Inc.			Revance Therapeutics, Inc.
Cara Therapeutics, Inc.			The Beauty Health Company
Cutera, Inc.


Category	Individual Goal Weight	Objectives	Individual Goal Achievement of Target	Total Weighted Bonus Achievement
Financial Metrics (60%)	35%	Achieve $260M in Net Revenue(1)	102.4%(2)	40.5%
	25%	Achievement of $6M Non-GAAP Operating Loss(3)(4)	127%(5)	31.7%
Key Performance Metrics (35%)	10%	Achievement of specified research and development objectives including submission of pre-market approval applications for the Evolysse™ collection of injectable hyaluronic acid gels, achievement of CE mark certification for the Evolysse collection(6)	100.0%	10.0%
	5%	Achievement of the medical education of a pre-set number of health care practitioners(6)	115.6%	5.8%
	10%	Achievement of pre-set new customer additions and consumer enrollments in the Evolus Rewards consumer loyalty program(6)	120.0%	12.0%
	10%	Achievement of certain pre-set geographical expansion objectives(6)	100.0%	10.0%
Talent (5%)	5%	Achievement of a pre-set regrettable turnover percentage(6)	200.0%	10.0%
Total	100%			120.0%


Name	Restricted Stock Unit Award (# of shares)	Stock Option Award (# of shares)	Performance Restricted Stock Unit Award (# of shares)
David Moatazedi	134,976	181,460	134,977
Sandra Beaver	35,211	47,337	17,606
Rui Avelar, M.D.	35,211	47,337	17,606
Tomoko Yamagishi-Dressler	24,648	33,136	12,324


Name and Principal Position	Year	Salary		Bonus		Stock Awards(1)(2)		Option Awards(1)		Non-Equity Incentive Plan Compensation(3)		All Other Compensation(4)		Total
David Moatazedi	2024	$	743,750	$	—	$	3,549,882	$	1,777,038	$	900,000	$	28,207	$	6,998,877
President and Chief Executive Officer	2023	$	687,500	$	—	$	7,417,415	$	2,075,862	$	1,017,800	$	41,870	$	11,240,447
	2022	$	596,875	$	—	$	1,170,002	$	1,161,522	$	643,200	$	27,991	$	3,599,590

Sandra Beaver	2024	$	477,625	$	—	$	694,544	$	463,571	$	260,800	$


	Base Salary ($)
Name	2024	2025
David Moatazedi	750,000	780,000
Sandra Beaver	483,000	519,100
Rui Avelar, M.D.	519,400	550,600
Tomoko Yamagishi-Dressler	431,600	445,000


Name									Target Bonus Percentage 2024
David Moatazedi									100%
Sandra Beaver									45%
Rui Avelar, M.D.									45%
Tomoko Yamagishi-Dressler									45%


Name		Annual Target Bonus 2024		Actual Bonus 2024
David Moatazedi	$	750,000	$	900,000
Sandra Beaver	$	217,350	$	260,800
Rui Avelar, M.D.	$	233,730	$	280,500
Tomoko Yamagishi-Dressler	$	194,220	$	233,100

SEC Form DEF 14A filed by Evolus Inc.